<p><b>Objectives:</b> To determine if the reduction of visceral adipose tissue (VAT) volume by lifestyle intervention improved risk factors for cardiovascular disease (CVD) independent of weight loss amount. <b>Design:</b> Ancillary study of randomized-controlled trial. Setting: Data analysis using multivariable regression models. <b>Participants:</b> Participants of the Look AHEAD (Action for HEAlth in Diabetes) Fatty Liver Ancillary Study. <b>Main outcome measures:</b> Correlations between changes in VAT and in CVD risk factors, while adjusting for weight loss and treatment (intensive lifestyle intervention [ILI] vs. diabetes support and education [DSE]). <b>Results:</b> Of 100 participants analyzed, 52% were women, and 36% were black, with a mean age of 61.1 years. In the DSE group, mean weight and VAT changed by 0.1 % (<i>p</i>=0.90) and 4.3% (<i>p</i>=0.39), respectively. In the ILI group, mean weight and VAT decreased by 8.0% (<i>p</i><0.001) and 7.7% (<i>p</i>=0.01), respectively. Across both groups, mean weight decreased by 3.6% (<i>p</i><0.001), and mean VAT decreased by 1.2% (<i>p</i>=0.22); the decrease in VAT was correlated with the increase in HDL-cholesterol (HDL-C; R=−0.37; <i>p</i>=0.03). There were no correlations between changes in VAT and blood pressure, triglycerides, LDL-C, glucose, or HbA1c. After adjusting for age, race, gender, baseline metabolic values, fitness, and treatment group, changes in HDL-C were not associated with changes in VAT, while weight changes were independently associated with decrease in glucose, HbA1c, and increase in HDL-C. <b>Conclusions:</b> VAT reduction was not correlated with improvements of CVD risk factors in a sample of overweight and obese adults with type 2 diabetes after adjusting for weight loss.</p>